ILLINOIS SECRETARY OF STATE

CONTRACT

Ethernet Services for 6 sites

25IT123022

State of Illinois IFB Contract: Title Page V.24.1

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

Contract uses Illinois Procurement Gateway Certifications and Disclosures?

☐ Yes (IPG Certifications and Disclosures including IPG Active Registered Vendor Disclosure)

☐ No

1. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. STATE SUPPLEMENTAL PROVISIONS

6. STANDARD ILLINOIS CERTIFICATIONS

7. FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “IPG Active Registered Vendor Disclosure (formerly called FORMS B)” (IF APPLICABLE)

9. PURCHASE ORDER FROM BIDBUY (IF APPLICABLE)

In consideration of the mutual covenants and agreements contained in this contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this contract to be executed by their duly authorized representatives on the dates shown on the following CONTRACT SIGNATURES page

Docusign Envelope ID: CD3F7765-024D-4123-B7E1-4237FC7A193A

Docusign Envelope ID: CD3F7765--024D-4123-B7E1-4237FC7A193A

ILLINOIS SECRETARY OF STATE

CONTRACT

VENDOR

Ethernet Services for 6 sites

251T123022

Vendor Name: Comcast Business Communications, LLC Address (City/State/Zip):

Signature: AticWJ.~

Printed Name Michael J. Mazza

Title: Vice President

IWNOIS SECRETARY OF STATE

Official Printed Name: Alexi Giannoulias

Official Title: Secretary of State

Official Signature:

Designee Name: j/AYt, liff,z,/ I Designee Title: SM r,,,J,1.~

Designee Signature:

Legal Printed Name:

Legal Title:

Legal Signature: NA Fiscal Printed Name:

Fiscal Title:

Fiscal Signature: /J ~

State of Illinois IFB

Contract: Signature Page

V.24.1

Date: 5/15/2025

Phone:

Email:

1 ... , ......... _ _

Date: S-,JJ-25

Date:

Date:

State of Illinois IFB Contract: State Use Only V.24.1

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

• Agency Reference #: 350

• Project Title: Ethernet Services for 6 sites

• Contract #: 25IT123022

• Procurement Method (IFB, RFP, Small Purchase, etc.): IFB

• BidBuy / Bulletin Reference #: 25-350SOS-SOS35-B-46609

• BidBuy / Bulletin Publication Date: 2/14/25

• Award Code: A

• Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

• Funding Source:

• Obligation #: 25IT123022

Contract: Description of Supplies and Services V.24.1

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. GOAL: Reliable and efficient Ethernet services to provide redundant (back up) wide area network (WAN) (e.g. last mile) connectivity between State offices and Illinois Secretary of State Point of Presence (POP) sites located throughout the State of Illinois.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Ethernet services at 250mbps for four sites, and 1 gig throttled for 2 sites, which must be delivered via fiber or broadband. The service provided must meet the following requirements:

1.2.1.1 Point to point transport services between State offices and the SOS

POPs.

1.2.1.2 The service must offer 99.98% availability or better, based on a 30-day average.

1.2.1.3 The service must be guaranteed synchronous bandwidth.

1.2.1.4 The service must remain in service 24 hours per day, 7 days per week, 365 days per year with <=18 milliseconds delay one way and Jitter <= 12 milliseconds one way.

1.2.2. Vendors must maintain and honor Quality of Service (“QoS”) tagging between the Customer Premise Equipment (“CPE”) and the SOS interconnect point.

1.2.3. Vendor is responsible for monitoring and maintaining connections as well as proactively responding to network issues that may negatively impact connectivity.

1.2.4. Vendor must allow DOIT monitoring equipment to perform internet control message protocol (ICMP) and simple network management protocol (SNMP) monitoring of customer equipment.

1.2.5. Vendor must work with DOIT on virtual local area network (VLAN) assignments to minimize VLAN contention.

1.2.6. Vendor is required to provide internet service, including the last-mile provider with the demarcation point to our site location and service extension into our SOS owned network rack.

1.2.7. Vendor is required to perform requested bandwidth upgrades no more than 30 business days after receiving an order from DoIT.

1.2.8. Vendor must deliver the ordered service to the DoIT identified demarcation location. For all connection types, DoIT will provide rack, space, and power at demarcation for any vendor provided equipment. DoIT will provide customer edge (CE) router and is not seeking bids for managed router service.

Contract: Description of Supplies and Services V.24.1

1.2.9. Vendor is responsible to deliver service inside the building to the DoIT designated telecom room at A and Z end locations. Service to terminate on vendor provided switch.

1.2.10. After service is connected by vendor, DoIT will first test the service connection with vendor prior to accepting the service. Once DoIT deems that the service is acceptable, DoIT will send the vendor an e-mail accepting the service, effective as of the date such acceptance email is issued. Vendor shall not bill DoIT for any services prior to DoIT accepting those services in writing.

1.2.11. The State may, during the contract term, execute a Contract Amendment with Vendor to switch to any of the bandwidth tiers if needed.

1.2.12. If a vendor has existing aggregator circuit(s) at a particular State POP Site, those existing aggregator circuit(s) can be used for this network and vendor is not required to provide separate aggregator circuits for this network.

1.2.13. Vendor can bid on backup circuits for the locations regardless of the current internet service provider.

1.2.14. Vendor must provide service to the site demarcation point with extension service to the ILSOS network device.

1.2.15. Minimum Bandwidth Requirement for Redundant Circuit in each facility is 250 MBPS for four sites and 1GBPS for two sites.

1.2.16. The vendor shall have a reliable service per section 1.2.1.2 and scalable network infrastructure capable of delivering high-performance Ethernet services. This includes a backbone, last-mile connectivity, and network redundancy.

1.2.17. The vendor’s network shall have the ability to scale services to meet any additional bandwidths requested.

1.2.18. Helpdesk and technical support must be available to the State of Illinois - Illinois Secretary of State, 24 hours per day, 7 days per week, 365 days per year.

Contract: Description of Supplies and Services V.24.1

1.3. Sites Information:

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed Supplies and/or Services.

1.4. MILESTONES AND DELIVERABLES: For all locations, service must be installed and fully operational within 90 days following execution or as mutually agreed upon between the Parties.

1.5. VENDOR / STAFF SPECIFICATIONS: The vendor shall have a reliable service per section

1.2.1.2 and scalable network infrastructure capable of delivering high-performance Ethernet services. This includes a backbone, last-mile connectivity, and network redundancy. The vendor’s network shall have the ability to scale services to meet any additional bandwidths requested.

Q-Site Facility Address Current Provider

Current Primary Internet Provider Bandwidth

SD-WAN Status REQUESTED

BANDWITH

115 S. LaSalle St Chicago, IL 60603

AT&T 1G Complete; ASEoD

250 MBPS

R107 CHICAGO

NORTH

5401 N.

Elston Chicago, IL 60630

AT&T 500MB Complete; AT&T ASE On-Demand

R104 CHICAGO WEST

5301 W. Lexington Ave.

Chicago, IL 60644

MAR-R111

R105

CHICAGO SOUTH

9901 S Dr. Martin Luther King Jr.

Drive Chicago, IL 60628

DIRKSEN

2701 S. Dirksen Parkway

AT&T 2G Complete;

ASEoD

1GBPS

HOWLETT

501 S. Second St.

Springfield, IL 62756

N/A N/A N/A 1 GBPS

Contract: Description of Supplies and Services V.24.1

1.6. TRANSPORTATION AND DELIVERY: N/A

1.7. SUBCONTRACTING

Subcontractors are allowed.

1.7.1. Will subcontractors be utilized? Yes No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor.

1.7.2. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

If additional space is necessary to provide subcontractor information, please attach an additional page.

1.7.3. If the annual value of any the subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

Contract: Description of Supplies and Services V.24.1

1.7.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered into prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

1.8. SUCCESSOR VENDOR

Yes No This contract is for services subject to 30 ILCS 500/25-80. Heating and air conditioning service contracts, plumbing service contracts, and electrical service contracts are not subject to this requirement. Non-service contracts, construction contracts, qualification-based selection contracts, and professional and artistic services contracts are not subject to this requirement.

If yes is checked, then the Vendor certifies:

(i) that it shall offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer; and

(ii) that it shall offer employment to all employees currently employed in any existing bargaining unit who perform substantially similar work to the work that will be performed pursuant to this contract.

1.9. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Vendor shifts any such work outside the United States.

• Location where services will be performed: Springfield, IL and Chicago, IL

• Value of services performed at this location: $105,851.64

Contract: Pricing V.24.1

2. PRICING

2.1 FORMAT OF PRICING:

2.1.1 Vendor shall submit pricing in the line items on BidBuy, based on the terms and conditions set forth in section 1 of this Contract.

2.1.2 Award will be made to the responsive and responsible bidder with the lowest total cost. This contract will be awarded in whole to one (1) vendor.

2.2 TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or estimated at the time it is submitted for obligation.

The total price of this contract is firm.

2.3 Reserved.

2.4 VENDOR’S PRICING: Enter pricing in the Items Tab in BidBuy.

The State may include in this contract the BidBuy Purchase Order as it contains the agreed pricing.

If checked, see the attached BidBuy Purchase Order for the Vendor’s Price for the Initial Term.

2.5.1. Renewal Compensation: If the contract is renewed, the price shall be at the same rate as for the initial term unless a different compensation or formula for determining the renewal compensation is stated in this section.

2.5.2.1. Agency Formula for Determining Renewal Compensation: Renewal pricing was submitted as part of the bid.

2.5.2.2. Renewal compensation will be entered by the State prior to execution of the contract: 5 1-year renewals at $89,351.64 per year.

2.5 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $105,851.64 without a formal amendment.

Contract: Term and Termination V.24.1

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term of upon execution for 12 months. If a start date is not identified, the term shall commence upon the last dated signature of the Parties.

The State may include in this contract the BidBuy Purchase Order as it contains the agreed term.

3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed ten (10) years. 30 ILCS 500/20-60

3.1.2 Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.2 RENEWAL:

3.2.1. Any renewal is subject to the same terms and conditions as the original contract unless otherwise provided in the pricing section. The State may renew this contract for any or all the option periods specified in Section 3.23 below, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the Vendor’s option.

3.2.2. Pricing for the renewal term(s), or the formula for determining price, is shown in the pricing section of this contract.

3.2.3. The State reserves the right to renew for a total of 5 years in any one of the following manners:

3.2.3.1 One renewal covering the entire renewal allowance;

3.2.3.2 Individual one-year renewals up to and including the entire renewal allowance; or

3.2.3.3 Any combination of full or partial year renewals up to and including the entire renewal allowance.

3.3 TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or

Contract: Term and Termination V.24.1 reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either:

(a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

If the State breaches any material term of this Contract and the breach continues un- remedied for thirty (30) days after written notice of default, Comcast may terminate this Contract for cause upon written notice thereof to the State. Notwithstanding the foregoing, Comcast’s sole remedy for late payments for services shall be as set forth in the State Prompt Payment Act or as permitted pursuant to a claim submitted to the Illinois Court of Claims in accordance with Section 4.16.4.

For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

3.4 TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty

(30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this contract up to and including the date of termination.

3.5 AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20- 60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

Contract: Standard Business Terms and Conditions V.24.1

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1 PAYMENT TERMS AND CONDITIONS:

4.1.1 Late Payment: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2 Minority Contractor Initiative: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3 Expenses: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4 Prevailing Wage: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5 Federal Funding: This contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6 Invoicing: Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1 Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable Agency’s Illinois tax exemption number and Federal tax exemption information.

https://labor.illinois.gov/

Contract: Standard Business Terms and Conditions V.24.1

4.1.6.2 Vendor shall invoice on a monthly basis.

Send invoices to:

Agency: Illinois Secretary of State

Attn: Fiscal Officer

Address: 501 South 2nd St. Room 574

City, State Zip Springfield, IL 62756

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

4.2 ASSIGNMENT: This contract may not be assigned or transferred in whole or in part by either Party without the prior written consent of the State.

4.2.1 CONTRACT: The Parties acknowledge and agree that the “contract” consists of

(i) these State of Illinois Terms and Conditions (the “State Ts&Cs”), (ii) the Pricing and Site Locations attached to these State Ts&Cs as Attachment A (the “Pricing and Site Locations”), and (iii) the Comcast Enterprise Services General Terms and Conditions attached to these State Ts&Cs as Attachment C (the “Comcast Ts&Cs”), the Comcast Ethernet Intrastate Transport Services – Product Specific Attachment attached to these State Ts&Cs as Attachment D (the “Transport PSA”, and collectively with the Comcast Ts&Cs, the Transport PSA, and any other Vendor documents referred to in the Comcast Ts&Cs, or Transport PSA, the “Vendor Documents”).

4.3 SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen

(15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20- 120.

Contract: Standard Business Terms and Conditions V.24.1

4.4 AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the Contract or completion of the Contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay Contract sots, the Vendor and its subcontractors must retain their respective records for seven (7) years (or such longer period as may be required by applicable law) form the later of the date of the final payment under the Contract or completion of the Contract. Books and records required to be maintained under this section shall be available for review or audit by representatives of: the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, collectively the “State Auditors”), upon reasonable notice and during normal business hours, provided that, notwithstanding the foregoing or anything to the contrary contained in the contract, in no event shall the Vendor or any of its affiliates be required to disclose and/or provide the State Auditors will access to any records relating to Vendor’s or its affiliates’ cost of providing goods or services (including any services that are the same or similar to the services provided under the contract) to Vendor’s or its affiliates’ other customers . Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by the State Auditors . The State acknowledges and agrees that any confidential information of the Vendor or its affiliates acquired or observed by the State Auditors during any audit shall be subject to Section 4.8. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

4.5 TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning this contract is being resolved unless otherwise directed by the State.

4.6 NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7 FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition power blackout, cable cuts, unforeseeable third party actions, epidemics or other causes beyond the Party’s reasonable control. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaration.

Contract: Standard Business Terms and Conditions V.24.1

4.8 CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Information received from the State or to which Vendor gains access pursuant to this Contract and which is marked as “confidential” shall constitute confidential information of the State. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. Neither party shall disseminate the confidential data of the other party except as authorized by law and with the written consent of the disclosing Party, either during the period of this Contract or thereafter. The receiving Party must return any and all confidential information of the disclosing Party, in whatever form it is maintained, promptly at the end of this Contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction, provided that each Party may retain copies of the other Party’s confidential information as necessary to comply with applicable law and/or regulatory requirements. The foregoing obligations shall not apply to confidential data or information that (i) is lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; (ii) is received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; (iii) now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; (v) is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information; or (v) is required to be disclosed by law or regulation, including but not limited to the Illinois Freedom of Information Act.

4.9 USE AND OWNERSHIP: No work for hire is contemplated under this contract.

4.10 INDEMNIFICATION AND LIABILITY: Vendor’s indemnification obligations are set forth in the Comcast Ts&Cs. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois, the State may not indemnify private parties absent express statutory authority permitting the indemnification.

4.11 INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, , thereof, maintain and provide a Certificate of Insurance for all required insurance naming the State as an additionally insured under the Commercial General Liability and Automobile Liability policies . Certificates may not be canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

Contract: Standard Business Terms and Conditions V.24.1

4.12 INDEPENDENT CONTRACTOR: This Contract does not expressly or implicitly provide any third party (including users) with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege. The Parties to this Contract are independent contractors. Neither Party is an agent, representative, or partner of the other Party.

Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party.

The Contract shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. All payments by the State shall be made on that basis.

4.13 SOLICITATION AND EMPLOYMENT: Vendor shall not knowingly employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor knowingly solicits or intends to solicit State employees to perform any work under this contract.

4.14 COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

4.15 BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16 APPLICABLE LAW:

4.16.1 PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

4.16.2 EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.16.3 Vendor shall comply with all applicable laws, rules, and regulations in the performance of its obligations under this Contract.

4.16.4 COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. The State shall not enter into binding arbitration to resolve any

Contract: Standard Business Terms and Conditions V.24.1 dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.17 ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall, to the extent permitted by applicable law, assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.18 CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19 EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity (as defined in 26 U.S. Code 7874).

4.20 NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier),. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. With respect to the State, notices shall be sent to the individual(s) who signed this Contract using the contact information as provided with the signature(s). With respect to the Vendor, notices shall be sent to Vice President of Sales Operations (Comcast Business), One Comcast Center, 1701 JFK Blvd., Philadelphia, PA 19103, with a copy to Legal_Notices@comcast.com Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21 MODIFICATIONS AND SURVIVAL: Subject to Vendor’s right to amend the Acceptable Use Policy and Privacy Policy (each as defined in the Comcast Ts&Cs) pursuant to the Comcast Ts&Cs, amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All

Contract: Standard Business Terms and Conditions V.24.1 provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State Documents and the Vendor Documents, the State Documents shall prevail. In the event of a conflict or inconsistency between the provisions of the State Ts&Cs, the Pricing and Site Locations, the E-Rate Ts&Cs, Comcast Ts&Cs, the Privacy Policy, the Acceptable Use Policy, and the Transport PSA, then the documents shall control in the following order of precedence: (1) the State Ts&Cs, (2) the Pricing and Site Locations (3) the Comcast Ts&Cs; and (5) the Privacy Policy, Acceptable Use Policy, and the Transport PSA (“Order of Precedence”).

4.22 .

4.23 PERFORMANCE RECORD / SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.24 FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

4.25 SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

4.26 WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this Contract will: (a) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies or services; and

(b) be of good title and be free and clear of all liens and encumbrances.

4.25.2. Vendor warrants that all services will be performed to meet the requirements of this contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall immediately reassign any individual who does not perform in accordance with this contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

Contract: Standard Business Terms and Conditions V.24.1

4.27 REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall notify the State as soon as reasonably possible of any event that may have a material impact on Vendor’s ability to perform this contract.

4.28 EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

Contract: State Supplemental Provisions V.24.1

5. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

Click here to enter text.

Required Federal Clauses, Certifications and Assurances

Click here to enter text.

Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

Click here to enter text.

Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

Click here to enter text.

Agency Specific Terms and Conditions

Click here to enter text.

Other (describe)

Attachment A – Pricing and Site Locations

Attachment B – Comcast Terms and Conditions

Attachment C – Comcast Ethernet Transport Product Specific Attachment

Attachment A Service Transport Location A

Ethernet virtual private line Fiber 115 S. LaSalle Street, Chicago

Ethernet virtual private line Fiber 2701 S. Dirksen Parkway, Springfield

Ethernet virtual private line Fiber 501 S. Second Street, Springfield

Ethernet virtual private line Fiber 5401 N. Elston Avenue, Chicago

Ethernet virtual private line Fiber 5301 W. Lexington Avenue, Chicago

Ethernet virtual private line Fiber 9901 S. Dr. Martin Luther King Jr. Drive, Chicago

Location Z Bandwidth 1 Monthly recurring Install

ICN 160 N. LaSalle, Chicago 300 Mbps $900.00 $0

ICN 160 N. LaSalle, Chicago 1 Gig $900.00 0

ICN 160 N. LaSalle, Chicago 1 Gig $900.00 0

ICN 160 N. LaSalle, Chicago 300 Mbps $1,581.99 $5,500

ICN 160 N. LaSalle, Chicago 300 Mbps $1,581.99 $5,500

ICN 160 N. LaSalle, Chicago 300 Mbps $1,581.99 $5,500 Totals: $7,445.97 $16,500

COMCAST ENTERPRISE SERVICES

GENERAL TERMS AND CONDITIONS

(the "Comcast Ts&Cs")

ARTICLE 1: DEFINITIONS

For purposes of the Comcast Ts&Cs, the following terms shall have the meanings specified below. Terms used but not otherwise defined herein, shall have the meanings ascribed to such term in the State Ts&Cs.

Affiliate: With respect to each party, any entity that controls, is controlled by, or is under common control with such party.

Agreement: The contract, as that term is defined in the State Ts&Cs.

Comcast: The operating Affiliate of Comcast Cable Communications Management, LLC that provides the Services. References to Comcast in Article 5 and Article 6 shall also include its Affiliates and their respective directors, officers, employees, agents, suppliers, licensors, successors, and assigns, as the case may be.

Comcast Equipment: - Any and all facilities, equipment or devices provided by Comcast or its authorized contractors at the Service Location(s) that are used to deliver the Services. Notwithstanding the foregoing, inside telephone wiring within a Service Location, whether or not installed by Comcast, shall not be considered Comcast Equipment.

Customer: The State of Illinois.

Customer-Provided Equipment: Any and all facilities, equipment or devices supplied by a party other than Comcast or its authorized contractors for use in connection with the Services.

Network: The Comcast Equipment, facilities, fiber optic or coaxial cable associated with electronics and other equipment used to provide the Services.

Product Specific Attachment(s) or PSA(s): The additional product terms and conditions applicable to the Services. The parties acknowledge and agree that the PSAs applicable to the Services are the PSAs which are attached to the State Documents. The parties acknowledge and agree that, unless amended by the parties in writing, the PSAs shall remain static throughout the duration of the Agreement.

Sales Order: An order form for the provision of

Services to a Service Location(s) on (a) the then-current Comcast form designated for such purpose or

(b) such other form, or in such other manner, as may be agreed upon by the parties. y.

Service(s): The Services provided by Comcast pursuant to a Sales Order. All Services provided under the Agreement are for commercial, non-residential use only.

Service Commencement Date: With respect to each Service, “Service Commencement Date” shall have the meaning specified in the PSA applicable to such Service or in the Statement of Work, it being understood that a single Sales Order or SOW containing multiple Service Locations or Services may have multiple Service Commencement Dates.

Service Location(s): The Customer location(s) where Comcast provides the Services.

Service Term: The duration of time for which Services are ordered, as specified in the applicable

BOA.

"Website" - means the Comcast website where the Privacy Policy and the Acceptable Use Policy are posted. The current URL for the Website is https://business.comcast.com/terms conditions-ent (as the same may be updated by Comcast from time-to-time). The Privacy Policy and Acceptable Use Policy are subject to Section 9.4 ("Amendments;

Changes to the Agreement") below and to the Agreement's Order of Precedence. Should there be any changes to the URL for the Website, Comcast shall promptly notify Customer in writing.

ARTICLE 2. DELIVERY OF SERVICE

2.1 Orders. To request Service at a Service

Location(s), Customer may request from Comcast a Sales Order. If Customer wishes to move forward with the provision of the requested Service(s), Customer shall sign and return the Sales Order or SOW to Comcast. For purposes of Sales Orders, upon Customer’s signature, the Sales Order will become binding, subject to an engineering review. SOWs shall not become binding unless and until executed by both Parties. Each Sales Order or SOW submitted by Customer may be subject to an engineering review which will determine whether and to what extent the Network must be extended, built, or upgraded in order to provide the ordered Services. After any such engineering review, Comcast will provide Customer written notification in the event Service installation at any Service Location will require an additional non-recurring installation fee (“Custom Installation Fee” or “Construction Charges”). Notwithstanding anything to the contrary contained in this Article 2.1, Customer shall have thirty (30) days from receipt of such notice to reject the Custom Installation Fee and terminate the affected Service Location(s).

2.2 Access. In order to deliver Services to

Customer, Comcast may require reasonable access, right-of-way, conduit, and/or common room space ("Access") within and/or outside each Service Location. Within the Service Location, Customer shall be responsible for securing and maintaining such Access as Comcast may reasonably require to deliver the Services. In the event that Customer fails to reasonably secure or maintain such Access, Comcast may suspend the Service(s) at such Service Location upon notice to Customer but only until such time as Customer provides Comcast with the necessary Access. If Comcast is unable to secure or maintain Access outside a particular Service Location, which Access is needed to provide Services to such Service Location, Customer or Comcast may cancel or terminate Service at such Service Location, without further liability beyond the termination date, upon a minimum one hundred and eighty (180) days' prior written notice to the other party.

2.3 Hazardous Materials. If the presence of

asbestos or other hazardous materials exists or is detected at a Service Location or within the building where the Service Location is located, Comcast shall immediately notify Customer in writing and may temporarily stop providing and/or installing Services until such materials are removed.

2.4 Equipment

A. Comcast Equipment. Comcast may, in its sole discretion, remove or change Comcast Equipment upon 10 (ten) business days' notice to Customer. Comcast will use all reasonable efforts to continue to provide the Services to Customer without out any impact arising from the removal or change of the Comcast Equipment. In the event that such removal or change results in a material impact to Customer, Customer may immediately terminate the Agreement and receive a full refund of any pre-paid but unused portion of the applicable fees associated with the Services. Customer shall not move, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any Comcast Equipment or permit others to do so, and shall not use the Comcast Equipment for any purpose other than as authorized by the Agreement. Customer shall (i) provide an adequate environmentally controlled space and such electricity as may be reasonably required for installation, operation, and maintenance of the Comcast Equipment and (ii) be responsible for damage to, or loss of, Comcast Equipment caused by Customer's unauthorized acts or omissions or by fire, theft or other casualty at the Service Location(s), unless caused by the gross negligence or willful or negligent misconduct of Comcast. Subject to Section 2.4(A)(ii), Comcast shall maintain, at its cost, Comcast Equipment during the tern of this Agreement. Upon termination or expiration of this Agreement and/or any Sales Order, Customer shall return all applicable Comcast Equipment.

B. Customer-Provided Equipment.

Customer shall have sole responsibility for providing maintenance, repair, operation and replacement of all Customer-Provided Equipment, inside telephone wiring and other Customer equipment and facilities on the Customer's side of the demarcation point (i.e., the point of interconnection between the Network and Customer-Provided Equipment located at a Service Location).